MATRIX SERVICE CO — Director's Dealing 2012

May 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2012-05-01

Reporting Person: HEWITT JOHN R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-01	COMMON STOCK	A	44150	—	Acquired	128300	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	INCENTIVE STOCK OPTION (RIGHT TO BUY)	$10.19	D	9813	Disposed	2021-11-17	COMMON STOCK (9813)	Direct
2012-05-01	NON-QUALIFIED STOCK OPTION (RIGHT TO BUY)	$10.19	D	34337	Disposed	2021-11-17	COMMON STOCK (34337)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: RESTRICTED STOCK UNITS, EACH UNIT WILL ENTITLE THE REPORTING PERSON TO ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS AWARD, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS BEGINNING ON NOVEMBER 17, 2012.

F3: THE STOCK OPTIONS WOULD HAVE BECOME 100% EXERCISABLE ON THE THIRD ANNIVERSARY DATE OF THE GRANT.

F4: ON NOVEMBER 17, 2011, THE REPORTING PERSON WAS AWARDED 44,150 RESTRICTED STOCK UNITS AND 44,150 STOCK OPTIONS. IT WAS SUBSEQUENTLY DETERMINED THAT, UNDER THE REPORTING PERSON'S OFFER LETTER, 100% OF THE AWARD SHOULD HAVE BEEN MADE IN THE FORM OF RESTRICTED STOCK UNITS ONLY. ON MAY 1, 2012, THE STOCK OPTIONS WERE CANCELLED BY MUTUAL AGREEMENT OF THE REPORTING PERSON AND MATRIX SERVICE COMPANY AND REPLACED BY 44,150 RESTRICTED STOCK UNITS.